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VMWARE END USER LICENSE AGREEMENT

PLEASE NOTE THAT THE TERMS OF THIS END USER LICENSE


AGREEMENT SHALL GOVERN YOUR USE OF THE SOFTWARE,
REGARDLESS OF ANY TERMS THAT MAY APPEAR DURING THE
INSTALLATION OF THE SOFTWARE.

IMPORTANT-READ CAREFULLY: BY DOWNLOADING, INSTALLING, OR


USING THE SOFTWARE, YOU (THE INDIVIDUAL OR LEGAL ENTITY) AGREE
TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT
(“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU
MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND YOU
MUST DELETE OR RETURN THE UNUSED SOFTWARE TO THE VENDOR
FROM WHICH YOU ACQUIRED IT WITHIN THIRTY (30) DAYS AND REQUEST
A REFUND OF THE LICENSE FEE, IF ANY, THAT YOU PAID FOR THE
SOFTWARE.

EVALUATION LICENSE. If You are licensing the Software for evaluation


purposes, Your use of the Software is only permitted in a non-production
environment and for the period limited by the License Key. Notwithstanding any
other provision in this EULA, an Evaluation License of the Software is provided
“AS-IS” without indemnification, support or warranty of any kind, expressed or
implied.

1. DEFINITIONS.

1.1 “Affiliate” means, with respect to a party at a given time, an entity that
then is directly or indirectly controlled by, is under common control with, or
controls that party, and here “control” means an ownership, voting or similar
interest representing fifty percent (50%) or more of the total interests then
outstanding of that entity.

1.2 “Documentation” means that documentation that is generally provided


to You by VMware with the Software, as revised by VMware from time to time,
and which may include end user manuals, operation instructions, installation
guides, release notes, and on-line help files regarding the use of the Software.
1.3 “Guest Operating Systems” means instances of third-party operating
systems licensed by You, installed in a Virtual Machine and run using the
Software.

1.4 “Intellectual Property Rights” means all worldwide intellectual property


rights, including without limitation, copyrights, trademarks, service marks, trade
secrets, know how, inventions, patents, patent applications, moral rights and all
other proprietary rights, whether registered or unregistered.

1.5 “License” means a license granted under Section 2.1 (General License
Grant).

1.6 “License Key” means a serial number that enables You to activate and
use the Software.

1.7 “License Term” means the duration of a License as specified in the Order.

1.8 “License Type” means the type of License applicable to the Software, as
more fully described in the Order.

1.9 “Open Source Software” or “OSS” means software components


embedded in the Software and provided under separate license terms, which can
be found either in the open_source_licenses.txt file (or similar file) provided
within the Software or at www.vmware.com/download/open_source.html.

1.10 “Order” means a purchase order, enterprise license agreement, or other


ordering document issued by You to VMware or a VMware authorized reseller
that references and incorporates this EULA and is accepted by VMware as set
forth in Section 4 (Order).
1.11 “Product Guide” means the current version of the VMware Product Guide
at the time of Your Order, copies of which are found at
www.vmware.com/download/eula.
1.12 “Support Services Terms” means VMware’s then-current support policies,
copies of which are posted at www.vmware.com/support/policies.

1.13 “Software” means the VMware Tools and the VMware computer
programs listed on VMware’s commercial price list to which You acquire a license
under an Order, together with any software code relating to the foregoing that is
provided to You pursuant to a support and subscription service contract and that
is not subject to a separate license agreement.

1.14 “Territory” means the country or countries in which You have been invoiced;
provided, however, that if You have been invoiced within any of the European
Economic Area member states, You may deploy the corresponding Software
throughout the European Economic Area.

1.15 “Third Party Agent” means a third party delivering information technology
services to You pursuant to a written contract with You.

1.16 “Virtual Machine” means a software container that can run its own
operating system and execute applications like a physical machine.

1.17 “VMware” means VMware, Inc., a Delaware corporation, if You are


purchasing Licenses or services for use in the United States and VMware
International Limited, a company organized and existing under the laws of
Ireland, for all other purchases.

1.18 “VMware Tools” means the suite of utilities and drivers, Licensed by
VMware under the “VMware Tools” name, that can be installed in a Guest
Operating System to enhance the performance and functionality of a Guest
Operating System when running in a Virtual Machine.

2. LICENSE GRANT.

2.1 General License Grant. VMware grants to You a non-exclusive, non-


transferable (except as set forth in Section 12.1 (Transfers; Assignment)) license
to use the Software and the Documentation during the period of the license and
within the Territory, solely for Your internal business operations, and subject to
the provisions of the Product Guide. Unless otherwise indicated in the Order,
licenses granted to You will be perpetual, will be for use of object code only, and
will commence on either delivery of the physical media or the date You are
notified of availability for electronic download.

2.2 Third Party Agents. Under the License granted to You in Section 2.1
(General License Grant) above, You may permit Your Third Party Agents to
access, use and/or operate the Software on Your behalf for the sole purpose of
delivering services to You, provided that You will be fully responsible for Your
Third Party Agents’ compliance with terms and conditions of this EULA and any
breach of this EULA by a Third Party Agent shall be deemed to be a breach by
You.

2.3 Copying Permitted. You may copy the Software and Documentation as
necessary to install and run the quantity of copies licensed, but otherwise for
archival purposes only.

2.4 Benchmarking. You may use the Software to conduct internal


performance testing and benchmarking studies. You may only publish or
otherwise distribute the results of such studies to third parties as follows: (a) if
with respect to VMware’s Workstation or Fusion products, only if You provide a
copy of Your study to benchmark@vmware.com prior to distribution; (b) if with
respect to any other Software, only if VMware has reviewed and approved of the
methodology, assumptions and other parameters of the study (please contact
VMware at benchmark@vmware.com to request such review and approval) prior
to such publication and distribution.

2.5 VMware Tools. You may distribute the VMware Tools to third parties
solely when installed in a Guest Operating System within a Virtual Machine. You
are liable for compliance by those third parties with the terms and conditions of
this EULA.

2.6 Open Source Software. Notwithstanding anything herein to the contrary,


Open Source Software is licensed to You under such OSS’s own applicable
license terms, which can be found in the open_source_licenses.txt file, the
Documentation or as applicable, the corresponding source files for the Software
available at www.vmware.com/download/open_source.html. These OSS license
terms are consistent with the license granted in Section 2 (License Grant), and
may contain additional rights benefiting You. The OSS license terms shall take
precedence over this EULA to the extent that this EULA imposes greater
restrictions on You than the applicable OSS license terms. To the extent the
license for any Open Source Software requires VMware to make available to You
the corresponding source code and/or modifications (the "Source Files"), You
may obtain a copy of the applicable Source Files from VMware's website at
www.vmware.com/download/open_source.html or by sending a written request,
with Your name and address to: VMware, Inc., 3401 Hillview Avenue, Palo Alto,
CA 94304, United States of America. All requests should clearly specify: Open
Source Files Request, Attention: General Counsel. This offer to obtain a copy of
the Source Files is valid for three years from the date You acquired this Software.

3. RESTRICTIONS; OWNERSHIP.

3.1 License Restrictions. Without VMware’s prior written consent, You must
not, and must not allow any third party to: (a) use Software in an application
services provider, service bureau, or similar capacity for third parties, except that
You may use the Software to deliver hosted services to Your Affiliates; (b)
disclose to any third party the results of any benchmarking testing or comparative
or competitive analyses of VMware’s Software done by or on behalf of You,
except as specified in Section 2.4 (Benchmarking); (c) make available Software
in any form to anyone other than Your employees or contractors reasonably
acceptable to VMware and require access to use Software on behalf of You in a
matter permitted by this EULA, except as specified in Section 2.2 (Third Party
Agents); (d) transfer or sublicense Software or Documentation to an Affiliate or
any third party, except as expressly permitted in Section 12.1 (Transfers;
Assignment); (e) use Software in conflict with the terms and restrictions of the
Software’s licensing model and other requirements specified in Product Guide
and/or VMware quote; (f) except to the extent permitted by applicable mandatory
law, modify, translate, enhance, or create derivative works from the Software, or
reverse engineer, decompile, or otherwise attempt to derive source code from the
Software, except as specified in Section 3.2 (Decompilation); (g) remove any
copyright or other proprietary notices on or in any copies of Software; or (h)
violate or circumvent any technological restrictions within the Software or
specified in this EULA, such as via software or services.

3.2 Decompilation. Notwithstanding the foregoing, decompiling the


Software is permitted to the extent the laws of the Territory give You the express
right to do so to obtain information necessary to render the Software
interoperable with other software; provided, however, You must first request such
information from VMware, provide all reasonably requested information to allow
VMware to assess Your claim, and VMware may, in its discretion, either provide
such interoperability information to You, impose reasonable conditions, including
a reasonable fee, on such use of the Software, or offer to provide alternatives to
ensure that VMware’s proprietary rights in the Software are protected and to
reduce any adverse impact on VMware’s proprietary rights.

3.3 Ownership. The Software and Documentation, all copies and portions
thereof, and all improvements, enhancements, modifications and derivative
works thereof, and all Intellectual Property Rights therein, are and shall remain
the sole and exclusive property of VMware and its licensors. Your rights to use
the Software and Documentation shall be limited to those expressly granted in
this EULA and any applicable Order. No other rights with respect to the Software
or any related Intellectual Property Rights are implied. You are not authorized to
use (and shall not permit any third party to use) the Software, Documentation or
any portion thereof except as expressly authorized by this EULA or the applicable
Order. VMware reserves all rights not expressly granted to You. VMware does
not transfer any ownership rights in any Software.

3.4 Guest Operating Systems. Certain Software allows Guest Operating


Systems and application programs to run on a computer system. You
acknowledge that You are responsible for obtaining and complying with any
licenses necessary to operate any such third-party software.

4. ORDER. Your Order is subject to this EULA. No Orders are binding on


VMware until accepted by VMware. Orders for Software are deemed to be
accepted upon VMware’s delivery of the Software included in such Order. Orders
issued to VMware do not have to be signed to be valid and enforceable.

5. RECORDS AND AUDIT. During the License Term for Software and for
two (2) years after its expiration or termination, You will maintain accurate
records of Your use of the Software sufficient to show compliance with the terms
of this EULA. During this period, VMware will have the right to audit Your use of
the Software to confirm compliance with the terms of this EULA. That audit is
subject to reasonable notice by VMware and will not unreasonably interfere with
Your business activities. VMware may conduct no more than one (1) audit in any
twelve (12) month period, and only during normal business hours. You will
reasonably cooperate with VMware and any third party auditor and will, without
prejudice to other rights of VMware, address any non-compliance identified by
the audit by promptly paying additional fees. You will promptly reimburse VMware
for all reasonable costs of the audit if the audit reveals either underpayment of
more than five (5%) percent of the Software fees payable by You for the period
audited, or that You have materially failed to maintain accurate records of
Software use.
6. SUPPORT AND SUBSCRIPTION SERVICES. Except as expressly
specified in the Product Guide, VMware does not provide any support or
subscription services for the Software under this EULA. You have no rights to
any updates, upgrades or extensions or enhancements to the Software
developed by VMware unless you separately purchase VMware support or
subscription services. These support or subscription services are subject to the
Support Services Terms.

7. WARRANTIES.

7.1 Software Warranty, Duration and Remedy. VMware warrants to You


that the Software will, for a period of ninety (90) days following notice of
availability for electronic download or delivery (“Warranty Period”), substantially
conform to the applicable Documentation, provided that the Software: (a) has
been properly installed and used at all times in accordance with the applicable
Documentation; and (b) has not been modified or added to by persons other than
VMware or its authorized representative. VMware will, at its own expense and as
its sole obligation and Your exclusive remedy for any breach of this warranty,
either replace that Software or correct any reproducible error in that Software
reported to VMware by You in writing during the Warranty Period. If VMware
determines that it is unable to correct the error or replace the Software, VMware
will refund to You the amount paid by You for that Software, in which case the
License for that Software will terminate.

7.2 Software Disclaimer of Warranty. OTHER THAN THE WARRANTY


ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
VMWARE AND ITS SUPPLIERS MAKE NO OTHER EXPRESS WARRANTIES
UNDER THIS EULA, AND DISCLAIM ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE,
OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR
USAGE OF TRADE. VMWARE AND ITS LICENSORS DO NOT WARRANT
THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT IT WILL
BE FREE FROM DEFECTS OR THAT IT WILL MEET YOUR REQUIREMENTS.

8. INTELLECTUAL PROPERTY INDEMNIFICATION.


8.1 Defense and Indemnification. Subject to the remainder of this Section 8
(Intellectual Property Indemnification), VMware shall defend You against any third
party claim that the Software infringes any patent, trademark or copyright of such
third party, or misappropriates a trade secret (but only to the extent that the
misappropriation is not a result of Your actions) under the laws of: (a) the United
States and Canada; (b) the European Economic Area; (c) Australia; (d) New
Zealand; (e) Japan; or (f) the People’s Republic of China, to the extent that such
countries are part of the Territory for the License (“Infringement Claim”) and
indemnify You from the resulting costs and damages finally awarded against You
to such third party by a court of competent jurisdiction or agreed to in settlement.
The foregoing obligations are applicable only if You: (i) promptly notify VMware
in writing of the Infringement Claim; (ii) allow VMware sole control over the
defense for the claim and any settlement negotiations; and (iii) reasonably
cooperate in response to VMware requests for assistance. You may not settle or
compromise any Infringement Claim without the prior written consent of VMware.

8.2 Remedies. If the alleged infringing Software become, or in VMware’s


opinion be likely to become, the subject of an Infringement Claim, VMware will, at
VMware’s option and expense, do one of the following: (a) procure the rights
necessary for You to make continued use of the affected Software; (b) replace or
modify the affected Software to make it non-infringing; or (c) terminate the
License to the affected Software and discontinue the related support services,
and, upon Your certified deletion of the affected Software, refund: (i) the fees paid
by You for the License to the affected Software, less straight-line depreciation
over a three (3) year useful life beginning on the date such Software was
delivered; and (ii) any pre-paid service fee attributable to related support services
to be delivered after the date such service is stopped. Nothing in this Section 8.2
(Remedies) shall limit VMware’s obligation under Section 8.1 (Defense and
Indemnification) to defend and indemnify You, provided that You replace the
allegedly infringing Software upon VMware’s making alternate Software available
to You and/or You discontinue using the allegedly infringing Software upon
receiving VMware’s notice terminating the affected License.
8.3 Exclusions. Notwithstanding the foregoing, VMware will have no
obligation under this Section 8 (Intellectual Property Indemnification) or otherwise
with respect to any claim based on: (a) a combination of Software with non-
VMware products (other than non-VMware products that are listed on the Order
and used in an unmodified form); (b) use for a purpose or in a manner for which
the Software was not designed; (c) use of any older version of the Software when
use of a newer VMware version would have avoided the infringement; (d) any
modification to the Software made without VMware’s express written approval;
(e) any claim that relates to open source software or freeware technology or any
derivatives or other adaptations thereof that is not embedded by VMware into
Software listed on VMware’s commercial price list; or (f) any Software provided
on a no charge, beta or evaluation basis. THIS SECTION 8 (INTELLECTUAL
PROPERTY INDEMNIFICATION) STATES YOUR SOLE AND EXCLUSIVE
REMEDY AND VMWARE’S ENTIRE LIABILITY FOR ANY INFRINGEMENT
CLAIMS OR ACTIONS.

9. LIMITATION OF LIABILITY.

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT MANDATED BY


LAW, IN NO EVENT WILL VMWARE AND ITS LICENSORS BE LIABLE FOR
ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS
OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF
DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN
CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU.
VMWARE’S AND ITS LICENSORS’ LIABILITY UNDER THIS EULA WILL NOT,
IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN
CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE
GREATER OF THE LICENSE FEES YOU PAID FOR THE SOFTWARE GIVING
RISE TO THE CLAIM OR $5000. THE FOREGOING LIMITATIONS SHALL
APPLY REGARDLESS OF WHETHER VMWARE OR ITS LICENSORS HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL
PURPOSE.
9.2 Further Limitations. VMware’s licensors shall have no liability of any
kind under this EULA and VMware’s liability with respect to any third party
software embedded in the Software shall be subject to Section 9.1 (Limitation of
Liability). You may not bring a claim under this EULA more than eighteen (18)
months after the cause of action arises.

10. TERMINATION.

10.1 EULA Term. The term of this EULA begins on the notice of availability for
electronic download or delivery of the Software and continues until this EULA is
terminated in accordance with this Section 10.

10.2 Termination for Breach. VMware may terminate this EULA effective
immediately upon written notice to You if: (a) You fail to pay any portion of the
fees under an applicable Order within ten (10) days after receiving written notice
from VMware that payment is past due; or (b) You breach any other provision of
this EULA and fail to cure within thirty (30) days after receipt of VMware’s written
notice thereof.

10.3 Termination for Insolvency. VMware may terminate this EULA effective
immediately upon written notice to You if You: (a) terminate or suspend your
business; (b) become insolvent, admit in writing Your inability to pay Your debts
as they mature, make an assignment for the benefit of creditors; or become
subject to control of a trustee, receiver or similar authority; or (c) become subject
to any bankruptcy or insolvency proceeding.

10.4 Effect of Termination. Upon VMware’s termination of this EULA: (a) all
Licensed rights to all Software granted to You under this EULA will immediately
cease; and (b) You must cease all use of all Software, and return or certify
destruction of all Software and License Keys (including copies) to VMware, and
return, or if requested by VMware, destroy, any related VMware Confidential
Information in Your possession or control and certify in writing to VMware that
You have fully complied with these requirements. Any provision will survive any
termination or expiration if by its nature and context it is intended to survive,
including Sections 1 (Definitions), 2.6 (Open Source Software), 3 (Restrictions;
Ownership), 5 (Records and Audit), 7.2 (Software Disclaimer of Warranty), 9
(Limitation of Liability), 10 (Termination), 11 (Confidential Information) and 12
(General).

11. CONFIDENTIAL INFORMATION.


11.1 Definition. “Confidential Information” means information or materials
provided by one party (“Discloser”) to the other party (“Recipient”) which are in
tangible form and labelled “confidential” or the like, or, information which a
reasonable person knew or should have known to be confidential. The following
information shall be considered Confidential Information whether or not marked
or identified as such: (a) License Keys; (b) information regarding VMware’s
pricing, product roadmaps or strategic marketing plans; and (c) non-public
materials relating to the Software.

11.2 Protection. Recipient may use Confidential Information of Discloser; (a)


to exercise its rights and perform its obligations under this EULA; or (b) in
connection with the parties’ ongoing business relationship. Recipient will not use
any Confidential Information of Discloser for any purpose not expressly permitted
by this EULA, and will disclose the Confidential Information of Discloser only to
the employees or contractors of Recipient who have a need to know such
Confidential Information for purposes of this EULA and who are under a duty of
confidentiality no less restrictive than Recipient’s duty hereunder. Recipient will
protect Confidential Information from unauthorized use, access, or disclosure in
the same manner as Recipient protects its own confidential or proprietary
information of a similar nature but with no less than reasonable care.

11.3 Exceptions. Recipient’s obligations under Section 11.2 (Protection) with


respect to any Confidential Information will terminate if Recipient can show by
written records that such information: (a) was already known to Recipient at the
time of disclosure by Discloser; (b) was disclosed to Recipient by a third party
who had the right to make such disclosure without any confidentiality restrictions;
(c) is, or through no fault of Recipient has become, generally available to the
public; or (d) was independently developed by Recipient without access to, or
use of, Discloser’s Information. In addition, Recipient will be allowed to disclose
Confidential Information to the extent that such disclosure is required by law or
by the order of a court of similar judicial or administrative body, provided that
Recipient notifies Discloser of such required disclosure promptly and in writing
and cooperates with Discloser, at Discloser’s request and expense, in any lawful
action to contest or limit the scope of such required disclosure.
11.4 Data Privacy. You agree that VMware may process technical and related
information about Your use of the Software which may include internet protocol
address, hardware identification, operating system, application software,
peripheral hardware, and non-personally identifiable Software usage statistics to
facilitate the provisioning of updates, support, invoicing or online services and
may transfer such information to other companies in the VMware worldwide
group of companies from time to time. To the extent that this information
constitutes personal data, VMware shall be the controller of such personal data.
To the extent that it acts as a controller, each party shall comply at all times with
its obligations under applicable data protection legislation.
12. GENERAL.

12.1 Transfers; Assignment. Except to the extent transfer may not legally be
restricted or as permitted by VMware’s transfer and assignment policies, in all
cases following the process set forth at
www.vmware.com/support/policies/licensingpolicies.html, You will not assign this
EULA, any Order, or any right or obligation herein or delegate any performance
without VMware’s prior written consent, which consent will not be unreasonably
withheld. Any other attempted assignment or transfer by You will be void.
VMware may use its Affiliates or other sufficiently qualified subcontractors to
provide services to You, provided that VMware remains responsible to You for the
performance of the services.

12.2 Notices. Any notice delivered by VMware to You under this EULA will be
delivered via mail, email or fax.

12.3 Waiver. Failure to enforce a provision of this EULA will not constitute a
waiver.
12.4 Severability. If any part of this EULA is held unenforceable, the validity
of all remaining parts will not be affected.
12.5 Compliance with Laws; Export Control; Government Regulations.
Each party shall comply with all laws applicable to the actions contemplated by
this EULA. You acknowledge that the Software is of United States origin, is
provided subject to the U.S. Export Administration Regulations, may be subject to
the export control laws of the applicable territory, and that diversion contrary to
applicable export control laws is prohibited. You represent that (1) you are not,
and are not acting on behalf of, (a) any person who is a citizen, national, or
resident of, or who is controlled by the government of any country to which the
United States has prohibited export transactions; or (b) any person or entity listed
on the U.S. Treasury Department list of Specially Designated Nationals and
Blocked Persons, or the U.S. Commerce Department Denied Persons List or
Entity List; and (2) you will not permit the Software to be used for, any purposes
prohibited by law, including, any prohibited development, design, manufacture or
production of missiles or nuclear, chemical or biological weapons. The Software
and accompanying documentation are deemed to be “commercial computer
software” and “commercial computer software documentation”, respectively,
pursuant to DFARS Section 227.7202 and FAR Section 12.212(b), as applicable.
Any use, modification, reproduction, release, performing, displaying or disclosing
of the Software and documentation by or for the U.S. Government shall be
governed solely by the terms and conditions of this EULA.
12.6 Construction. The headings of sections of this EULA are for convenience
and are not to be used in interpreting this EULA. As used in this EULA, the word
‘including’ means “including but not limited to”.
12.7 Governing Law. This EULA is governed by the laws of the State of
California, United States of America (excluding its conflict of law rules), and the
federal laws of the United States. To the extent permitted by law, the state and
federal courts located in Santa Clara County, California will be the exclusive
jurisdiction for disputes arising out of or in connection with this EULA. The U.N.
Convention on Contracts for the International Sale of Goods does not apply.

12.8 Third Party Rights. Other than as expressly set out in this EULA, this
EULA does not create any rights for any person who is not a party to it, and no
person who is not a party to this EULA may enforce any of its terms or rely on
any exclusion or limitation contained in it.

12.9 Order of Precedence. In the event of conflict or inconsistency among the


Product Guide, this EULA and the Order, the following order of precedence shall
apply: (a) the Product Guide, (b) this EULA and (c) the Order. With respect to any
inconsistency between this EULA and an Order, the terms of this EULA shall
supersede and control over any conflicting or additional terms and conditions of
any Order, acknowledgement or confirmation or other document issued by You.
12.10 Entire Agreement. This EULA, including accepted Orders and any
amendments hereto, and the Product Guide contain the entire agreement of the
parties with respect to the subject matter of this EULA and supersede all previous
or contemporaneous communications, representations, proposals, commitments,
understandings and agreements, whether written or oral, between the parties
regarding the subject matter hereof. This EULA may be amended only in writing
signed by authorized representatives of both parties.
12.11 Contact Information. Please direct legal notices or other
correspondence to VMware, Inc., 3401 Hillview Avenue, Palo Alto, California
94304, United States of America, Attention: Legal Department.